Buying a franchise: time your Dutch Chamber of Commerce registration correctly

Buying a franchise means joining a franchise network and starting your own business. In the Netherlands, this includes registering in the Business Register maintained by the Dutch Chamber of Commerce (KVK). But what if you already need a KVK registration number before you are legally allowed to sign the franchise agreement? Following a clear sequence helps prevent an administrative step from inadvertently leading to premature commitments.

1. Distinguish registration from permission to start trading

Registering with KVK puts your business on the register. It does not automatically give you the right to use the brand name, open an outlet or trade as part of the franchise network. Those rights arise from your agreements with the franchisor. Any permits required for your activities are also a separate matter.

The Netherlands has specific franchise legislation: the Dutch Franchise Act (Wet franchise), incorporated into Book 7, Title 16 of the Dutch Civil Code since 1 January 2021. Among other things, it governs the information that must be provided before a franchise agreement is concluded. KVK registration neither replaces this disclosure nor constitutes approval of your contract or the franchise system.

For the standard registration of a franchise business, KVK lists a franchise agreement signed by both parties as a required document. This makes careful planning important: you want to prepare your business administratively, but the need for a registration number must not be the sole factor determining when you sign.

Ask the franchisor in advance which preparatory steps genuinely require a KVK number. Also ask them to identify which steps can wait until after signing.

2. Need a KVK number earlier? Discuss the options

KVK recognises that you may need a KVK number before you start trading. It describes a process in which the business is initially registered at your home address and under your own name. Once the franchise agreement has been signed, you submit the business name and business address online.

Do not treat this as a standard solution that suits every situation without further checks. Discuss with KVK how your particular preparatory activities, legal structure and address should be registered. For example, a Dutch private limited company, known as a bv, is incorporated and registered through a civil-law notary. Make sure the process you choose fits the business entity you will actually use.

Prepare a simple checklist in advance:

• Purpose: why do you need the KVK number now?
• Business entity: which individual or legal entity will operate the franchise?
• Address: which address is appropriate for registration during the preparatory stage?
• Name: which name will you use before you have permission to operate under the franchise brand?
• Updates: who will submit the final details after signing?

Temporary administrative arrangements require follow-up. Add the necessary updates to your schedule straight away. This helps prevent quotations, invoices and correspondence from showing inconsistent business details once you start trading.

3. Keep preparation separate from binding commitments

The Dutch Franchise Act provides for a statutory standstill period of at least four weeks after receipt of the legally required information. During this period, the franchisor must not, among other things, conclude the franchise agreement, enter into related agreements other than a confidentiality agreement, or prompt franchise-related payments or investments.

Early KVK registration does not remove this protection. Equally, the statutory standstill period is not a blanket guarantee that you can withdraw without cost from commitments you make independently to third parties.

Consider a prospective franchisee who needs a KVK number for a business application. Obtaining that number is different from immediately ordering equipment or signing up to a long-term service contract. Registration does not automatically make these subsequent steps sensible or necessary.

Keep two lists: administrative preparations and commitments with financial consequences. For each commitment, note when it takes effect and what happens if the franchise does not go ahead. Have any uncertain cases reviewed before agreeing to them. Do not sign prematurely simply because an application form asks for a final franchise agreement; first discuss whether the application can be postponed or prepared in another way.

4. Check your details before opening

Once the agreement has been validly signed, you can complete the final registration or update the details already registered. Check with KVK which documents are required in your circumstances. If you have business premises, a signed lease or purchase agreement may also be relevant.

Next, compare the details in your franchise agreement with those in the Business Register. Are the business name, legal structure, business address and registered activities correct? Distinguish between your trading name and the legal name of the business entering into the contract: they do not have to be identical, but they must be used correctly.

Share the final details with the franchisor, your bookkeeper, bank and other relevant parties. Check your invoice template and business correspondence too. Appoint one person to track which updates have been made.

Practical conclusion: plan your KVK registration as a separate step alongside the franchise agreement. If you need a number early, discuss the preparatory registration process with KVK. Never let administrative urgency dictate when you enter into contractual or financial commitments.